SEC Filing | XCHG Limited

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SEC FORM 4/ASEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Patel Aatish

(Last)

(First)

(Middle)

XCHARGE ENERGY USA INC.

19121 MARKETPLACE AVE, BLDG 2-STE 2-145

(Street)

KYLE

78640

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
XCHG Ltd [ XCH ]
Foreign Trading Symbol

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
	Officer (give title below)	Other (specify below)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)
07/02/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Ordinary Shares	07/01/2026		M		4,155,160⁽¹⁾	A	⁽¹⁾	10,387,960	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	07/01/2026		M			4,155,160	⁽¹⁾	⁽¹⁾	Class A Ordinary Shares	4,155,160	⁽¹⁾	15,581,960⁽¹⁾	D

Explanation of Responses:

1. Represents the vesting of Restricted Stock Units ("RSUs") on July 1, 2026. The reporting person holds additional RSUs that will vest on the following schedule, subject to the Reporting Person's continued employment with the Issuer or its group member: 5,194,000 RSUs will vest on each of September 10, 2026 and September 10, 2027; and 5,193,960 RSUs will vest on September 10, 2028. Each RSU represents the contingent right to receive, following vesting, one of the Issuer's Class A Ordinary Shares, par value US$0.00001 per share (each, a "Class A Ordinary Share"), or the equivalent value of one Class A Ordinary Share in cash. In lieu of Class A Ordinary Shares, the RSUs may be settled in an equivalent number of ADSs.

Remarks:

The Power of Attorney given by Mr. Patel was previously filed with the U.S. Securities and Exchange Commission on March 18, 2026, as an exhibit to a statement on Form 3 filed by Mr. Patel with respect to XCHG Limited and is hereby incorporated by reference. This amendment is being filed solely to reflect that, effective September 7, 2026, the Reporting Person ceased serving as the President of the Issuer and is no longer subject to Section 16 of the Securities Exchange Act of 1934. The transaction and beneficial ownership information set forth herein is unchanged from the information previously reported in the original Form 4 filed on July 2, 2026. The Reporting Person will serve as the General Manager of XCharge Energy USA Inc., a wholly-owned subsidiary of the Issuer.

	/s/ Ran Li, attorney-in-fact for Aatish V. Patel	09/08/2026
	** Signature of Reporting Person	Date
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